May 12, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Paragon Commercial Corp (NASDAQ:PBNC), was announced concerning whether the takeover of Paragon Commercial Corp. by TowneBank is unfair to NASDAQ:PBNC stockholders.

The investigation by a law firm concerns whether certain officers and directors of Paragon Commercial Corp breached their fiduciary duties owed to NASDAQ:PBNC investors in connection with the proposed acquisition.

On April 27, 2017, TowneBank (NASDAQ:TOWN) and Paragon Commercial Corp, the parent company of Paragon Commercial Bank, announced the signing of a merger agreement pursuant to which TowneBank will acquire Paragon. Under the terms of the merger agreement, common shareholders of Paragon Commercial Corp (NASDAQ:PBNC) will receive a fixed exchange ratio of 1.7250 shares of TowneBank common stock for each outstanding share of Paragon Commercial Corp (NASDAQ:PBNC) common stock. This implies a deal value per share of $59.25 or approximately $323.7 million based on TowneBanks closing stock price of $34.35 on April 26, 2017.

However, the investigation concerns whether the offer is unfair to NASDAQ:PBNC stockholders. More specifically, the investigation concerns whether the Paragon Commercial Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.